Terms and Conditions

These terms, together with the Onboarding Form, constitute the services agreement between the entity using the Software or receiving the Services ("Restaurant") and Chowly, Inc., a Delaware corporation ("Chowly"). The Onboarding Form governs in the event of any inconsistency or conflict with these terms.

1. Definitions

(a) End User means the consumer who placed the order.

(b) Order Data means all information submitted by End Users, and may include name, physical address, phone number, email address, items ordered, preferences, and special instructions.

(c) Services means the proprietary services Chowly provides to Restaurant under this agreement, including access to and use of the Software.

(d) Software means the proprietary technology Chowly makes available to Restaurants and the transfer of certain data. Some of these products may integrate with Restaurant point-of-sale systems or printer devices.

(e) Taxes means any sales, use and other applicable taxes or duties that the Services may be subject to, however designated.

(f) TOOS means third party online ordering software and related technology services that allow End Users to place orders.

2. Services: Use and Restrictions

(a)During the Term, and subject to Restaurant's compliance with all of its obligations, Chowly will provide the Services to Restaurant. Chowly may, in its sole discretion, make any changes to the Services that it deems necessary or useful to: (i) maintain or enhance the quality or delivery of Chowly's services; or (ii) to comply with applicable law.

(b)Restaurant may elect to utilize first party ordering software (web or mobile) as part of the Services. Restaurant grants Chowly permission to collect incremental fees from End Users on first party orders that aid in facilitating the transaction. Content, design and display elements and preferences are subject to Restaurant's discretion and Restaurant's sole responsibility; Chowly is not responsible for how menu content, pricing, images, and other related information (collectively, the "Menu Data") appears on Restaurant's website, mobile app(s) or in-store kiosks.

(c)As part of the Services, Chowly may provide Restaurant with a private-label Google plug-in which will allow End Users to order from Restaurant through Google (the "Google Ordering"). Restaurant shall select Chowly as the "default" or "preferred" provider of Google Ordering through the Google interface. Restaurant may opt out of the Google Ordering by emailing Chowly at googleordering@chowly.com.

(d)Restaurant may elect to utilize a courier service that deliver orders through a network of delivery partners (the "Delivery Partners"). Restaurant understands and agrees that Delivery Partner, not Chowly, is responsible for all order fulfillment, delivery and related support matters.

(e) Restaurant may elect to utilize digital marketing and advertising (including email marketing and paid ads) as part of the Services. Restaurant is solely responsible for all Ad Content that it or its authorized users upload, publish, display, link to, or otherwise make available via the Services.

(f) Additionally, Restaurant may elect to receive, as part of the Services, dynamic pricing, revenue reconciliation and recovery, Google business profile management, or customer surveys.

(g)Restaurants that elect to use Chowly's proprietary platform are required to use Chowly's first party ordering software and its website builder and management services.

(h) Chowly may utilize the following vendors to provide certain services to Restaurants:

• Nash Technologies Inc. (delivery courier service)
• Sauce Technologies, Inc. (dynamic pricing services)
• Cookdash Inc. d/b/a Superorder (revenue reconciliation and recovery)
• Ovation Up, Inc. (customer surveys)

(i)Chowly provides the Services solely and exclusively for Restaurant's own use and access directly related to its business. Restaurant shall not allow persons other than its employees or contractors to access or use the Services.

(j) If Chowly receives any feedback from Restaurant relating to the Services, Restaurant hereby licenses such feedback to Chowly, without compensation.

(k) Chowly will provide on-going assistance to Restaurant for technical, administrative and service-oriented issues. Support may be requested at chowly.help.

3. Representations

Restaurant represents to Chowly that:

• Neither this agreement, nor the Services performed by Chowly, violates the terms of any agreement between Restaurant and a third party
• Restaurant complies with all applicable law in operating its business, including the preparation and sale of food and beverages
• Restaurant is responsible for the quality of its food and beverages
• Menu Data, including any modifications, is complete, current, and accurate
• Menu Data does not violate any third-party intellectual property rights
• Restaurant shall frequently review Menu Data as displayed on TOOS, Google, and Restaurant's websites to ensure accuracy
• It will provide Chowly with accurate information on the taxes owed by End Users on orders placed
• It will not reidentify or attempt to reidentify any personal information of End Users
• Restaurant shall comply with all TOOS and other third-parties' terms of use

4. Term and Termination

(a)This agreement is effective as of Restaurant's first use of the Services (the "Effective Date").

(b)If Restaurant has selected the monthly payment plan or a plan with a minimum monthly commitment, the "Term" shall be for one month or the length of the monthly commitment following the Effective Date, thereafter automatically renewing every month, until either party provides at least 30 days' prior written notice of termination.

(c)If Restaurant has selected the annual payment plan, the "Term" shall be for one year from the Effective Date (the "Initial Term"), thereafter automatically renewing for successive one-year periods until either party provides valid written notice of termination at least 60 days before the end of the Initial Term or a Renewal Term.

(d) This agreement will also terminate upon: (1) material breach not cured within 30 days after notice; (2) failure to pay fees when due not cured within 10 business days; or (3) either party becoming insolvent or the subject of bankruptcy.

(e) Following termination, Restaurant must uninstall and destroy all copies of the Software and discontinue use of the Services.

5. Intellectual Property

Restaurant acknowledges and agrees that Chowly exclusively owns all rights, title, and interest in the Software and the Services, including all intellectual property rights. Neither party may use any trademarks of the other party without prior written consent; however, Restaurant may use Chowly's name for source attribution and Chowly may publicly identify Restaurant as a customer.

6. Fees and Payment Terms

(a) Fees. Restaurant agrees to pay Chowly all fees as outlined in the Onboarding Form. Restaurant agrees to pay a one-time set up fee per location, and a monthly fee per location in advance of each month. All locations are subject to a $35 per month minimum fee per location, unless otherwise specified.

(b) Google Ordering Fees.For each order placed through Google Ordering, Restaurant shall pay Chowly's payment processing partner $0.30 per order, plus 2.9% of the order amount, and Chowly up to 10% of the Base Order Value.

(c) Payment Due Dates. All fees are due on the invoice date. Automatic payment of invoices is required. Unpaid fees 30 days or more beyond the invoice date may be subject to interest of 1.5% per month.

(d) Payment Method. Restaurant authorizes Chowly to automatically charge fees using credit card or ACH on the invoice date.

(e) Taxes. All fees are exclusive of Taxes. Restaurant is responsible for paying any applicable Taxes.

(f) Fee Increases.Chowly may change fees by providing 30 days' written notice prior to the end of a monthly invoicing period.

7. Confidentiality

During the Term and for five years thereafter, neither party shall disclose Confidential Information disclosed to it by the other party or use such information other than for purposes of the agreement. "Confidential Information" means all communications, documents and other information which a party furnishes to the other party relating to the business relationship, including the terms of this agreement.

8. Restaurant Indemnification

Restaurant shall defend and indemnify Chowly and its shareholders, directors, officers, employees and agents, from and against any and all liabilities, damages, awards, settlements, losses, claims, and expenses arising from or in connection with Restaurant's negligence, willful misconduct, breach of obligations, use of third-party services, or claims brought by End Users, employees, Delivery Partners, or TOOS.

9. Limitation of Liability

Neither Chowly nor its employees, agents, or affiliates is liable to Restaurant for any indirect, special, incidental or consequential loss or damages. The aggregate monetary liability of Chowly will not exceed the lesser of (a) $500 and (b) the fees that Restaurant paid to Chowly in the three months preceding the first act giving rise to liability.

10. Disclaimer of Warranties

Restaurant accepts the Services "as is", with no implied warranty of any kind, including implied warranties of merchantability, noninfringement of intellectual property rights, course of performance, course of dealing and usage of trade.

11. General

The parties agree to use best efforts to resolve any dispute amicably and in good faith. If those efforts fail, the parties agree to rely on mediation. The exclusive venue for litigation of any claim arising out of this agreement will be the state and federal courts located in Chicago, Illinois and Cook County, United States. This agreement will be governed by the laws of the State of Illinois.

Chowly shall not be liable for any default or delay in performance due to acts of God, war, terrorism, natural disasters, or other events beyond Chowly's reasonable control. The parties irrevocably waive any right to a trial by jury.

This agreement constitutes the entire agreement between the parties with respect to its subject matter. Chowly may amend this agreement by posting a revised version online, and Restaurant's continued use of the Services constitutes acceptance of the revised version.